EX-10.1






EXHIBIT 10.1




CONSULTING AGREEMENT




This Consulting Agreement (the “Agreement”) is made and entered into by and between Bayou City
Exploration, Inc., a Nevada Corporation (hereinafter “COMPANY”) with offices located at 10777
Westheimer, Suite170, Houston , Texas 77042 and Bart Birdsall (hereinafter “CONSULTANT”) whose
address is P.O. Box 90733, Houston, Texas 77290. COMPANY and CONSULTANT are sometimes hereinafter
referred to, individually, as “Party” and, collectively, as the “Parties”.



WHEREAS, COMPANY has requested CONSULTANT to perform certain services as herein set forth and
CONSULTANT has agreed to perform such services subject to the terms of this Agreement; and



NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained and other
good and valuable consideration, the sufficiency of which is hereby acknowledged, CONSULTANT and
COMPANY hereby agree as follows:



1. DESCRIPTION OF SERVICES




COMPANY hereby retains CONSULTANT to provide consulting services to evaluate subsurface geological
and 3-D geophysical data and other data in areas which are of interest to the COMPANY to identify
drilling opportunities prospective of hydrocarbon reserves (the “Prospect/s”) for the COMPANY and
shall perform such other related services included but not limited to the marketing of Prospects
identified, to third parties (the “Services”). All Prospects generated by CONSULTANT will be
presented to COMPANY in a package which will include base maps, structure maps, inline and xline
showing Prospect, type log and/or analog if available, executive
summary and geologic report.
CONSULTANT will prepare such packages at his expense including the cost of any staff support that
may be required. If COMPANY desires to modify the presentation or Exhibits, COMPANY will be
responsible for the expense of such modifications.



2. OBLIGATIONS OF COMPANY




The COMPANY will furnish geophysical data available under its Echo Geophysical license or other
data it may acquire rights to for CONSULTANTS non-exclusive use. In addition COMPANY will allow
CONSULTANT the right to utilize its license for its exploration software. CONSULTANT may request
the utilization of the ffA system for specific data sets, such requests, if COMPANY agrees must be
approved in writing. COMPANY will review leads generated by CONSULTANT and based on cost
estimates furnished by CONSULTANT pay at COMPANY’S expense the costs for lease checks, culture,
well data and at COMPANIES election AVO costs within fifteen (15) days of request. At COMPANY’S
sole discretion CONSULTANT will be allowed to utilize the office space as long as it is available.
After such time CONSULTANT will be responsible for providing his work
space at his expense. COMPANY,
at its discretion, will allow CONSULTANT the use of certain potters and




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printers to aid in the preparation of the packages and will be responsible for the maintenance of
such equipment.



3. COMPENSATION




CONSULTANT will be paid a cash Prospect fee in the amount of One Hundred Thousand Dollars
($100,000) for each Prospect accepted by Company. In addition the Parties will define an Area of
Mutual Interest (the “AMI”). CONSULTANT shall be assigned a two per cent (2%) overriding royalty
interest proportionately reduced to the net mineral interest acquired in each Oil and Gas Lease
within the AMI. After submittal of a Prospect package by CONSULTANT, COMPANY has thirty days to
respond to an interest in committing to accept the Prospect. If COMPANY DECLINES the Prospect,
CONSULTANT is free to market the Propect for his benefit. If COMPANY accepts the Prospect, COMPANY
will commence the acquisition of leases. For the purposes of this Agreement CONSULTANTS Prospect
fee will be earned when the leases for the Prospect are acquired. If COMPANY has not acquired any
leases within six (6) months of responding to its intend to accept the Prospect, COMPANY has the
option of paying CONSULTANT the Prospect fee or releasing the
Prospect to CONSULTANT. The
provisions of this Article 3 will survive the expiration of this
Agreement.



4. INDEPENDENT CONTRACTORS




It is understood and agreed that for the purposes of this Agreement that for all services which
have been or will be provided hereunder, CONSULTANT shall be, and shall be deemed to be, an
independent contractor. CONSULTANT shall have no authority to make any statements, representations
or commitments of any kind, or to take any action that shall be binding on COMPANY except as
provided for herein or authorized in writing by COMPANY. CONSULTANT shall be fully responsible for
all costs and liability associated with CONSULTANT including but not limited to compensation,
benefits, insurance, taxes and other costs of employment. The CONSULTANT agrees to release and
indemnify COMPANY from any liabilities and claims which result from the CONSULTANTS failure to
comply with this Article 4. The provisions of this Article 4 will survive the expiration of this
Agreement.



5. CONFIDENTIAL INFORMATION




Confidential
information shall mean all information disclosed to CONSULTANT by COMPANY that
relates to past, present, and future exploration development and business activities, except such
information as is previously known to CONSULTANT, or is publicly available. CONSULTANT shall not
use or disclose to any third party any such confidential information, unless required to do so by
a court of law or in the event COMPANY declines a Prospect, CONSULTANT may use such confidential
information as it relates to Prospects that CONSULTANT elects to market for his benefit as
provided for in Article 3 above. CONSULTANT shall comply with all known terms and conditions of
the COMPANY’S third party license agreements or joint venture agreements that may apply to such
confidential information. Upon COMPANY’S request or expiration of this Agreement, CONSULTANT shall
return to COMPANY all written or descriptive matter, including but not limited to the




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geophysical data, drawings, maps, plots, computer tapes or other papers or documents which contain
any such confidential information. The provisions of this Article 5 will survive the expiration of
this Agreement.



6. TERM




The term of this Agreement shall commence on the effective date of this Agreement and will
continue until January 31, 2009. This contract will be automatically extended for additional one
(1) year terms unless at least thirty (30) days prior to the then-scheduled expiration date either
Party gives written notice to the other Party that such Party elects to not extend the term of
this Agreement.



7. ENTIRE ARGEEMENT




This
Agreement contains the entire agreement between the parties and it supersedes all prior
agreements and understandings between the parties respecting the subject matter hereof. This
Agreement may not be amended, changed or terminated orally by, on, or on behalf of either
party.



8. GOVERING LAW




This Agreement and the rights and obligations of the parties hereunder shall be governed by and
interpreted, construed and enforced in accordance with the laws of the State of Texas without
giving effect to conflicts of laws principles. This Agreement shall be performable in Houston,
Harris County, Texas and venue for any litigation to enforce a provision hereto or to construe
this Agreement shall be in Houston, Harris County, Texas.



9. NOTICES




Any notice or request herein required or committed to be given hereunder shall be given in writing
at the addresses set forth below.



10. SURVIVORSHIP




The terms and provisions articles 3, 4 and 5 shall survive the termination of this Agreement, and
shall remain in full force and effect thereafter, and shall be binding upon the parties hereto, and
their respective representatives, successors, and authorized assigns.



11. ASSIGNMENT




This Agreement may not be assigned or delegated, in whole or in part, without the prior written
consent of the other party.




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12. COUNTERPARTS




This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original and all of which shall constitute one and the same Agreement.



EXECUTED EFFECTIVE THE 1st DAY OF February, 2008.



	 	 	 	 	 
	 

	 	BAYOU CITY EXPLORATION, INC.	 	 
	 
	 	 	 	 
	 

	 	/s/ Robert Burr	 	 
	 

	 	 

Robert Burr
	 	 
	 

	 	President and CEO	 	 
	 
	 	 	 	 
	 

	 	10777 Westheimer, Suite 170	 	 
	 

	 	Houston, Texas 77042	 	 
	 

	 	Phone No. 832-358-3900	 	 
	 

	 	Fax No. 832-358-3903	 	 
	 

	 	Email: bobburr@blueridgegroup.com	 	 
	 
	 	 	 	 
	 

	 	Bart Birdsall	 	 
	 
	 	 	 	 
	 

	 	/s/ Bart Birdsall	 	 
	 

	 	 

	 	 
	 

	 	P.O. Box 90733	 	 
	 

	 	Houston, Texas 77290	 	 
	 

	 	Phone No.: 281-793-1266	 	 
	 

	 	Email: bartbirdsall@hotmail.com	 	 







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